Director Voting Agreement among Glacier Bancorp, Inc., First National Bank of Morgan, and Bank Directors (May 31, 2006)

Summary

This agreement is between Glacier Bancorp, Inc., First National Bank of Morgan, and the bank's directors. The directors agree to vote their shares in favor of a proposed merger between the Bank and a new national banking association formed by Glacier Bancorp. They also agree to recommend the merger to shareholders and not to transfer their shares until the merger is completed or terminated. The agreement outlines individual obligations and legal remedies in case of breach, and is governed by Utah law.

EX-10.1 4 v21811exv10w1.txt EXHIBIT 10.1 Exhibit 10.1 DIRECTOR VOTING AGREEMENT This Director Voting Agreement ("Voting Agreement"), dated as of May 31, 2006, is among Glacier Bancorp, Inc., a Montana corporation ("GBCI"), First National Bank of Morgan (the "Bank"), and the undersigned, each of whom is a director ("Director") of the Bank. This Voting Agreement will be effective upon the signing of the Merger Agreement (defined below). RECITAL As an inducement for GBCI to enter into the Plan and Agreement of Merger (the "Merger Agreement") dated as of the date hereof, whereby, among other things, the Bank will merge with and into a national banking association to be formed by GBCI (the "Merger"), each of the Directors, for himself or herself, his or her heirs and legal representatives, hereby agrees as follows: AGREEMENT 1. VOTING AND OTHER MATTERS. Each of the Directors will vote or cause to be voted all shares of Bank common stock that he or she beneficially owns, with power to vote or direct the voting of (the "Shares"), in favor of approval of the Merger Agreement and the Merger. In addition, each of the Directors will (a) recommend to the shareholders of the Bank that they approve the Merger Agreement, and (b) refrain from any actions or omissions inconsistent with the foregoing, except as otherwise required by law, including, without limitation, the Directors' fiduciary duties to the Bank and its shareholders. 2. NO TRANSFER. Until the earlier of the consummation of the Merger or the termination of the Merger Agreement, each Director will not sell, permit a lien or other encumbrance to be created with respect to, or grant any proxy in respect of (except for proxies solicited by the board of directors of the Bank in connection with the Bank shareholders' meeting at which the Merger is presented for shareholder approval) any Shares, unless all other parties to any such sale or other transaction enter into an agreement in form and substance satisfactory to GBCI embodying the benefits and rights contained in this Voting Agreement. 3. INDIVIDUAL OBLIGATIONS. Obligations of each of the Directors under this Voting Agreement are intended to be several and not joint. 4. MISCELLANEOUS. a. Severability. If any provision of this Voting Agreement or the application of such provision to any person or circumstances will be held invalid or unenforceable by a court of competent jurisdiction, such provision or application will be unenforceable only to the extent of such invalidity or unenforceability, and the remainder of the provision held invalid or unenforceable and the application of such provision to persons or circumstances, other than the party as to which it is held invalid, and the remainder of this Voting Agreement, will not be affected. 1 b. Counterparts. This Voting Agreement may be executed in one or more counterparts, including facsimile counterparts, each of which will be deemed an original, but all of which taken together will constitute one and the same document. c. Governing Law. This Voting Agreement will be deemed a contract made under, and for all purposes will be construed in accordance with, the laws of the State of Utah. e. Remedies. Any breach of this Voting Agreement entitles GBCI to injunctive relief and/or specific performance, as well as any other legal or equitable remedies GBCI may be entitled to. f. Defined Terms. Unless otherwise defined herein, capitalized terms used in this Voting Agreement have the meaning assigned to them in the Merger Agreement. SIGNATURES APPEAR ON FOLLOWING PAGE. 2 This Director Voting Agreement is signed as of May 31, 2006. GLACIER BANCORP, INC. FIRST NATIONAL BANK OF MORGAN By /s/ Michael J. Blodnick By /s/ Stanton R. Nielsen ----------------------------------- ------------------------------------ Michael J. Blodnick Stanton R. Nielsen President & Chief Executive Officer President & Chief Executive Officer DIRECTORS: /s/ Melba F. Brimley /s/ Phillip N. Francis - -------------------------------------- --------------------------------------- Melba F. Brimley Phillip N. Francis /s/ A. Kirk Francis /s/ Stanton R. Nielsen - -------------------------------------- --------------------------------------- A. Kirk Francis Stanton R. Nielsen /s/ George N. Francis /s/ Richard K. Sommers - -------------------------------------- --------------------------------------- George N. Francis Richard K. Sommers /s/ Grant Francis - -------------------------------------- Grant Francis 3